Uniply Industries Ltd Directors Report.

To All members,

Your Directors are pleased to present the report of the business and operations of your company along with the Audited Financial Statements for the year ended March 31, 2018. The consolidated performance of the company and its subsidiary has been referred to wherever required.

RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

Rs in Lakhs except to per share data

Particulars Consolidated Standalone
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Revenue from Operations 38,793.19 26,413.25 13,412.96 16,169.02
Other Income 1,609.85 426.36 624.39 55.78
Total Income 40,403.03 26,839.61 14,037.35 16,224.80
Operating Profit 7,748.53 3,654.15 1,889.88 1,910.35
Profit before Exceptional items and Taxation 4,160.60 1,971.53 1,399.78 1,135.46
Exceptional item 1,280.42 -22.89 1,140.5 -
Taxation (2,151.03) (618.80) (1,048.89) (397.42)
Profit after Tax 3,289.99 1,329.83 1,491.41 738.04
Total Comprehensive Income for the year 3,279.82 1,322.78 1,490.31 730.14
Earnings per share face value of H 10 each
-Basic (in H) 13.72 6.25 6.23 3.45
-Diluted (in H) 13.72 6.25 6.23 3.45

Note: The above figures are extracted from the audited Standalone and Consolidated financial statements prepared as per Indian Accounting

Standard (Ind AS).

DIVIDEND

Your Directors recommend a final dividend of Re 0.20 per equity share on the Companys 14,21,09,985 equity shares of H2.00/- each for the year 2017-18. The final dividend on the equity shares, if declared as above, would entail an outflow of H342.64 lakhs towards dividend and dividend tax thereon.

TRANSFER TO RESERVE:

No profit has been transfered to General Reserve.

SUBSIDIARIES & ASSOCIATES

Your Company has two wholly Owned Subsidiaries viz. Vector Projects

India Pvt Ltd and Uniply Blaze Pvt Ltd. Vector Projects India Pvt Ltd is Indias largest integrated turnkey interior solutions provider. Uniply Blaze Pvt Ltd was incorporated by the company on February 13, 2018 with objective to provide internet service (ISP category).

M/s. Uniply Decor Ltd (Formerly known as UV Boards Ltd) has become an associate company as of October 2017.

The detail with respect to Subsidiaries and Associate is slated in

Annexure A

CONSOLIDATED FINANCIAL STATEMENTS

As per the prescribed provisions of the Companies Act, 2013, Rule thereon and Accounting Standard the Consolidated Financial Statements of the Company prepared forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 134(3) (c) of the Companies Act, 2013, your

Directors confirm: a. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit or loss of the company for that period. c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; d. That they have prepared the annual accounts on a going concern basis. e. That proper internal financial control is in place, that the financial controls were adequate and were operating effectively. f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and there adequate and operating efficiently.

SHARE CAPITAL

The authorized share capital and paid up Share Capital as on 31.03.2018 was H65, 00, 00,000/- (6,50,00,000 Equity shares of H10/- each) and H23,90,71,990/- (2,39,07,199 Equity shares of H10/- each respectively. However, post preferential allotment of 45,14,798 equity shares on 25.04.2018 and stock split, which was approved by the shareholders on 12.06.2018, the authorized share capital and paid up

Share Capital is H65, 00, 00,000/- (32,50,00,000 Equity shares of H2/- each) and H28,42,19,970/- (14,21,09,985 Equity shares of H2/- each) respectively.

OUTLOOK, EXPANSION AND STRATEGIC DEVELOPMENT

Uniply reported project wins in affordable housing to the tune of H636 crores. Currently the Company is executing two turnkey projects in Hyderabad (from design to build) of 2,700 and 2,200 homes of 350 sq. ft carpet area. The Company is also in the process of beginning work on a 4,000 affordable home project in Jagtiyal, Telengana.

Vector Projects India Pvt Ltd, wholly owned subsidiary, is Indias largest integrated turnkey interior solutions provider. With an in-house team of 470 architects, designers and project managers Vector has successfully delivered over 1500 projects covering over 15 million square feet of area and installed over 3,00,000 workstations and chairs. Vector aims revenue growth of around 20% on year to year basis. Certain corporate actions that were announced during the year are under process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility, encompassing much more than social outreach, continuous to be an integral part of the companys activity.

The detailed CSR report is annexed as per annexure B

STATUTORY AUDITORS

M/s. Lily & Geetha Associates, Chartered Accountants, 16 (Old No. 37) Akbarabad 2nd Street, Kodambakkam, Chennai – 600024 is the Statutory Auditor of the Company. The Auditors have issued their Audit

Reports on audited financial accounts for the year 2017-18 without any qualification.

CREDIT RATING

Credit Rating Information Services of India Limited (CRISIL) has assigned the credit rating for the Long-Term bank facilities of CRISIL BBB- (Stable) & Short-Term facilities of CRISIL A3.

COST AUDIT/MAINTENANCE OF COST RECORDS

The company was not falling under criteria given for maintenance of Cost Record/Cost Audit as per the Companies (Cost Records and Audit) Rules, 2014. Hence cost audit/Maintenance of cost record was not conducted.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of (Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.K Panda & Co., Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Chairman & Managing Director. The Internal Auditor Mr. G Sundaresan Cost Accountant monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

FINANCE

The Cash and cash equivalent as at March 31, 2018 stands at H110.28 lakhs on stand-alone basis. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DIRECTORS, KMP & CHANGES THEREON

Mr. Srinivasan Sethuraman who had resigned from the post of Joint Managing Director w.e.f October 1, 2017 and re-appointed as Managing Director w.e.f. Febuary 14, 2018 and this is subject to the approval of shareholders in the ensuing Annual General Meeting.

Mr. Keshav Narayanan Kantamneni has resigned from the post of Managing Director w.e.f. February 14, 2018 and continue as Executive Chairman.

Mr. Umesh Prabhakar Rao has appointed as Joint Managing Director of the Company w.e.f November 14, 2017.

Mr. B V M Sarma has been appointed as Joint Managing Director w.e.f. May 29, 2018.

Mr. Manohar Ramabtar Jhunjunwala has resigned from the post of Whole-time Director and Director w.e.f. February 14, 2018.

Mr. Raghuram Nath appointed as Company Secretary w.e.f. January 31, 2018.

MEETING OF THE BOARD

During the year under review ten (10) Board Meetings were held. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

MEETING OF THE COMMITTEE

The Board has various Committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and CSR Committee. The details of each committee and their respective meetings have been provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 14, 2018 without the presence of

Executive Directors and members of the management wherein they inter alia discussed:

• the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-executive Directors; and

• the performance of Non-independent Directors and the Board as a whole; • the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

Pursuant to the provisions of The Companies Act, 2013 and the SEBI (LODR) 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Nomination & Remuneration Policy is stated in Annexure-D.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has framed Familiarization Programme for Independent Directors pursuant to SEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link to access the aforesaid programme is http://www.uniply.in/pdfexcel/INDEPEDENT_ DIRECTORS_FAMILARISATION_PROGRAMME.pdf.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review ten Board Meetings, four Audit Committee Meetings and other Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under The Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(2) read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is as per Annexure - E.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However details need to be disclosed in Form AOC-2 in same as disclosed to the note of the Financial Statement, forms part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. The Web link for the same is http://www.uniply.in/pdf-excel/RELATED_PARTY_TRANSACTIONS_ POLICY.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism/Whistle Blower Policy is posted on the website of the Company and available in this web link: http://www.uniply.in/pdf-excel/WHISTLE_BLOWER_POLICY.pdf

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure F".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)

(m) of The Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure G".

ENVIORNMENT & GREEN INITIATIVE

The Company is committed to the environment. The Company continues to upkeep effluent and chemical treatment plant besides green belt inside the factory premises. Continuous check of air and water pollution at manufacturing unit is made and monitored. Your company is certified with FSC (Forest Stewardship Council) besides being an existing member of IGBC.

FOREX TRANSACTION

During the year under review the foreign exchange earned by the company was H Nil and outgo amounted to H5,02,60,641 on account of import of materials and foreign travel expenses.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on Bombay Stock

Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE) and necessary listing fees have been paid upto date.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the committee has not received or disposed any complaint relating to sexual harassment at work place of any women employee.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programmes that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

During the Year under review, Your Company enjoyed cordial relationship with workers and employees at all levels.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 the company had sought approvals by way of postal ballot and/or e-voting towards the following: On August 11, 2017 – 1) To approve and ratify related parties transactions 2) To authorize Board of Directors to make investment, loan & Guarantee upo H500 crors 3) To sale plywood business under slum sale basis and 4) To alter Object Clause in the Memorandum of Association incorporating civil construction business with Mechanical,

Electrical & Plumbing AND interior and exterior works and the same were approved by the shareholders on September 19, 2017.

On April 25, 2018 - 1) To authorise Board of Directors to provide loan and investment upto H1500 crores 2) To alter object clause in the Memorandum of Association adding "Forging Business" 3) To approve split/sub division of equity shares of H10/- each to H2/- each and 4) To alter capital clause of Memorandum of Association on slpit shares from H10/- each to H2/- each. These were approved by the shareholders on 13.06.2018.

EXTRA-ORDINARY GENERAL MEETING

An Extra-ordinary General Meeting of the Members of M/s. Uniply

Industries Limited was held on 28th day of February 2018 to approve the following business and the same were approved with requisite majority.

1) to increase the authorized share capital of the company from H25.00 crores to H65.00 crores and to amend the Memorandum &

Articles of Association of the company

2) to issue and allotment upto 48,43,630 equity shares to promoter and non-promoters under preferential allotment basis and 3) to issue and allotment of 97,35,920 convertible share warrants to promoter and non-promoters under preferential allotment basis.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors
Place: Chennai Keshav Narayan Kantamneni Srinivasan Sethuraman
Date: August 14, 2018 Chairman Managing Director